Terms

SMG SERVICES

TERMS OF SERVICE

Effective Date:
March 2018

These Terms of Service ("Terms") describe the terms and
conditions on which Service Management Group, LLC and its affiliates (“ SMG” or “we” or “us”) offer you access to websites,
services and applications, including mobile applications, on or to which
these Terms are linked or referenced (collectively, “SMGServices”).

Before accessing and using SMG Services, read these Terms carefully; they
constitute a legal agreement between SMG and you.

BY USING ANY SMG SERVICES, YOU AGREE TO THESE TERMS AND AFFIRM THAT YOU ARE
ABLE AND LEGALLY COMPETENT TO DO SO. IF YOU ARE USING SMG SERVICES ON
BEHALF OF YOUR EMPLOYER, YOUR ACCEPTANCE OF THESE TERMS IS DEEMED AN
AGREEMENT BETWEEN YOUR EMPLOYER AND SMG, AND YOU REPRESENT AND WARRANT THAT
YOU HAVE AUTHORITY TO BIND YOUR EMPLOYER TO THESE TERMS.

IMPORTANT NOTE: These Terms contain
provisions that limit our liability to
you and require you to resolve any
dispute with us through final and
binding arbitration on an individual
basis and not as part of any class or
representative action. See “VALIDITY OF
CONTRACT, DISCLAIMER OF WARRANTIES
& LIMITATIONS OF LIABILITY”
(Section 7) and “DISPUTE RESOLUTION”
(Section 9) below for more information.

IF YOU DO NOT AGREE TO ALL OF THE TERMS SET FORTH IN THESE TERMS OF
SERVICE, YOU MAY NOT USE SMG SERVICES.

1. CHANGES TO TERMS

The Effective Date of these Terms is set forth at the top of this webpage.
As we add new features, we may modify these Terms. SMG may modify these
Terms at any time by updating the Terms. You are bound by any such
modification; therefore, you should visit this page periodically to review
these Terms. Your continued use of SMG Services after any modified Terms
are posted constitutes your acceptance of the amended Terms. The amended
Terms supersede all previous versions of agreements, notices or statements
about the Terms, but changes will not apply retroactively.

2. ADDITIONAL TERMS

Certain services offered by or through SMG Services, such as mobile
applications, sweepstakes, offers contests and other services, may be
governed by additional terms and conditions presented in conjunction with
them (“Additional Terms”). You must agree to the Additional Terms before
using such services. Any Additional Terms are to be applied in addition to
these Terms. If any provision of the Additional Terms conflicts with any
provision of these Terms, the Additional Terms will prevail over the
inconsistent provision in these Terms solely to the extent of the
inconsistency.

3. SMG CONTENT

SMG Services, including any information, graphics, images, artwork, text,
video clip, data compilations, software, audio clip, trademark, service
marks, log, trade names and other content provided on, in or through the
SMG Services (collectively, "SMG Content") are owned by
SMG, our affiliates, partners, licensors or represented companies and
protected under both United States and foreign copyright, trademark patent
and other laws. Except as set forth in the limited license section below,
or as required under applicable law, neither the copyrights, trademarks,
other intellectual property nor any portion of SMG Services may be used,
reproduced, duplicated, copied, sold, resold, accessed, modified, or
otherwise exploited, in whole or in part, for any purpose without our prior
written consent. Unauthorized use of SMG Content may violate copyright,
trademark, and other laws.

If you agree to these Terms (as well as any additional terms and conditions
related to specific SMG Content), SMG grants to you a personal, revocable,
nonexclusive, nontransferable and limited license (without the right to
sublicense) to access and use the SMG Services and download, print and/or
copy SMG Content solely for your own personal use and subject to these
Terms. You acknowledge that the trade secrets and intellectual property
embodied in the SMG Services have not been and will not be licensed or
otherwise disclosed to you. You acknowledge that the HTML code SMG creates
to generate the pages of the Services are protected by SMG’s copyrights.
All rights not expressly granted herein are reserved by SMG.

You agree that unless SMG provides you with prior written authorization to
do so, you will not:

incorporate any SMG Content into any other work (such as your own
website) or use SMG Content in any public or commercial manner;

change any notice about copyright, trademarks or other intellectual
property rights that may be part of the SMG Content; or

”deep link” to any of the SMG Services (i.e., link to any page other
than the home page of one of the SMG Services).

Trademarks, logos and service marks (the “Marks”) displayed in or through
SMG Services are owned by SMG or third parties. You are prohibited from
using the Marks without the prior written permission of SMG or such third
party. If you would like information on how to obtain SMG’s permission to
use SMG Content, email privacyofficer@smg.com.

4. USING THE SMG SERVICES

4.1. Eligibility: SMG Services are not intended for use by children
who are under the age at which they are legally permitted in their country
of residence to provide their consent for their personal data to be
processed. If you are under the age of consent in your country, you may not
use SMG’s Services.

4.2. Your Account: You may be required to create an account (“ Account”) to use certain features of the SMG Services. You
agree to provide, maintain and update accurate, current and complete
information about yourself. You agree not to impersonate any person or
entity or misrepresent your identity or affiliation with any person or
entity, including using another person’s username, password, or other
account information, or another person’s name, likeness, voice, image or
photograph. You further agree to notify us promptly at
privacyofficer@smg.com of any unauthorized use of your username, password,
other account information, or any other breach of security of which you
become aware involving the SMG Services.

By creating an Account, you agree that SMG may contact you using the email address you provide when activating your Account.

Do not allow others to use your Account. You are responsible for all use of
your Account, including any use by others to whom you have provided access
to your Account.

Your Responsibilities
:

Your Agreement to Use SMG Services Only for Lawful Purposes.
You agree that you will use SMG Services for lawful purposes only. You will
not use SMG Services in any manner that could damage, disable, overburden
or impair SMG’s servers or networks or interfere with any other party's use
and enjoyment of SMG Services.

Your Agreement Not to Use SMG Services for Unlawful or Unauthorized
Purposes.
You further agree that you will not attempt to gain unauthorized access to
SMG Services, other users’ Accounts or SMG’s computer systems or networks
through hacking, password mining or any other means. Without limiting any
of the foregoing, you agree that you shall not (and you shall not encourage
or allow any third party to):

copy, modify, adapt, translate, reverse engineer, decode or otherwise
attempt to derive or gain access to any portion of the SMG Services or
SMG Content;

remove any copyright, trademark or other proprietary rights notices
contained in SMG Services or SMG Content;

circumvent, disable, or otherwise interfere with security- or fraud
prevention-related features of our Services or features that prevent or
restrict use or copying of any SMG Content or enforce limitations on
use of our Services or SMG Content;

use any robot, spider, site search/retrieval application, or other
automated device, process or means to access, retrieve, scrape or index
any portion of SMG Services;

rent, lease, lend, sell, sublicense, assign, distribute, publish,
transfer or otherwise make available the SMG Services, or any features
or functionality of SMG Services, to any third party for any reason,
including by making SMG Services available on a network where it is
capable of being accessed by more than one device at any time;

reformat or frame any portion of the web pages that are part of SMG
Services;

create more than one Account by automated means or under false or
fraudulent pretenses; or

collect or store personal data about any other user without his/her
prior written consent.

Consequences for Unauthorized Use or Misuse of the SMG Services.
You agree that your right to use SMG Services will cease immediately upon
your violation of any of these rules, and that SMG has the discretion to
terminate your access to the SMG Services without further notice if you
violate any of the requirements or prohibitions set forth in these Terms or
in any additional Applicable Terms. You further agree to return or destroy
any copies of any Site Materials you have made if we ask you to do so.

Unauthorized use and misuse of the SMG Services are strictly prohibited;
depending on the circumstances, may subject you to a civil claim for
damages and/or criminal prosecution. SMG reserves the right to report any
breach of these Terms or unauthorized use or misuse of SMG Services to law
enforcement authorities. In the event of any unauthorized use or misuse of
SMG Services, your right to use SMG Services will cease immediately, and
SMG may terminate your access to SMG Services without notice.

Your Responsibility for Charges, Fees, and Other Costs related to Use
of the SMG Services (including Text Messaging Fees).
You are solely responsible for any and all charges, fees and other costs
related to use of SMG Services. If you access and use SMG Services on your
smartphone, tablet or other mobile device, you must have wireless service
through Wi-Fi or a participating mobile service provider. Certain services
may require text messaging (SMS or MMS) capability. You agree that you are
solely responsible for all message and data charges you incur from your
mobile service provider. We do not impose a separate charge for any text
messaging services we may offer but message and data rates may apply. All
charges are billed by and payable to your mobile service provider. Contact
your mobile service provider for pricing plans and details. SMG is not
liable for any delays in delivery of text messages or any failure to
deliver text messages because delivery is subject to effective transmission
from your mobile service provider. Text messages may not be available in
all areas at all times.

Consequences of Your Agreement to Opt-In to Receive Text Messages
. Once you opt-in to receive text messages from us, the frequency of text
messages we send to you will depend on your transactions with us.
By agreeing to receive text messages, you understand and agree that SMG
may use an automatic dialing system to deliver text messages to you,
and further understand that your consent to receiving text messages is
not required in order for you to be allowed to purchase any goods or
services
.

4.4 Submissions. SMG may from time to time offer opportunities for
you and other users to voluntarily post or otherwise submit ratings,
suggestions, video comments, ideas, notes, concepts or other information or
materials to or through SMG Services (collectively, " Submissions").

You are and will remain solely responsible for your Submissions and for the
consequences of submitting and posting such Submissions. You will be solely
liable for any damage resulting from any infringement of copyrights,
proprietary rights, or any other harm resulting from your Submissions. When
submitting or posting Submissions, you should limit, to the fullest extent
possible, the amount of personal data you provide because Submissions may
be linkable to you depending on the details you provide.

By sending, posting or transmitting Submissions to SMG (and/or our
designee[s]) or any area of the SMG Services, you automatically grant, or
warrant that you or any other owner of the material you submit has
expressly granted, SMG and our designees a worldwide, non-exclusive,
sub-licensable (through multiple tiers), transferable, royalty-free,
perpetual, irrevocable right to use, reproduce, sublicense (through
multiple tiers), distribute, create derivative works of, perform and import
your Submissions (in whole or in part) in any media now known or hereafter
developed, for any purpose whatsoever, commercial or otherwise, without
compensation to you. In other words, SMG has the automatic right to use
your Submissions -- including reproducing, disclosing, publishing or
broadcasting your Submissions -- anywhere, anytime, in any medium and for
any purpose without paying any fee or owing any obligation to you. You also
permit any other user to access, view, store, or reproduce your Submission
for that user’s personal use. You hereby grant SMG (and/or our designees)
the right to use any of your Submissions for any purpose anywhere. Under no
circumstances are you entitled to any type of payment if SMG (and/or its
designee[s]) uses one of your Submissions. All Submissions are deemed
non-confidential and non-proprietary.

Submissions you post may be made publicly available. You acknowledge that
you have no expectation of privacy with respect to any of your Submissions.
You further acknowledge that you make Submissions voluntarily and at your
own risk. You should use good judgment when posting information, remarks,
or other content regarding SMG, SMG’s Clients, or any other entity or
person. You may be held legally responsible for any damages suffered by
other users, SMG, or third parties as a result of defamatory or otherwise
legally actionable Submissions by you. When posting a Submission, you may
choose to link the Submission to your username or to a pseudonym unless
applicable laws in your country of residence require otherwise.

SMG is not legally responsible for any Submissions made by users even if
such Submissions are defamatory or otherwise actionable. SMG is not
responsible for, and does not endorse, opinions, advice, or recommendations
posted or otherwise submitted to or through SMG Services. SMG specifically
disclaims any and all liability in connection with such Submissions. SMG
does not confirm nor verify qualifications, background, or abilities of
users or the information they post to or through any SMG Services.
Therefore, SMG urges you to use common sense and good judgment in preparing
your Submissions.

By posting a Submission, you agree, represent and warrant that your
Submission:

is true and accurate;

pertains to a designated topic or theme of the SMG Services;

does not infringe, misappropriate or violate any third party’s
copyright, trademark, patent, literary, trade secret, privacy,
publicity, proprietary, contractual or other right;

does not contain information that identifies any person or information
that otherwise includes personal data of any person unless you have
such person’s prior written consent;

does not make unsubstantiated claims about any third party or its
products or services;

does not contain any slanderous, defamatory, false, misleading, vulgar,
obscene, pornographic, violent, bigoted, sexually explicit, hateful,
abusive, threatening, harassing, antisocial, sexually or racially
offensive comments or other content that either harms or can be
reasonably expected to harm any person or entity;

is not illegal and does not encourage or advocate illegal activity or
the discussion of illegal activities with the intent to commit them;

is not commercial or business-related, and does not advertise or offer
to sell any products or services (whether or not for profit), or
solicit others (including solicitations for donations and
contributions);

does not contain a virus or other harmful component, or otherwise
tamper with, impair or damage SMG Services or any connected network, or
otherwise interfere with any person or entity’s use and enjoyment of
the SMG Services; and

complies with all applicable laws, regulations, rules, policies and
contractual terms pertaining to your Submission, as well as to SMG
Services to or through which you are posting or otherwise providing
your Submission, including age restrictions.

You acknowledge and agree that SMG has the right, but not the obligation,
to alter, remove or refuse to post or allow to be posted any Submission.
SMG takes no responsibility and assumes no liability for any Submission
posted by you or any third party. SMG cannot and does not ensure that all
users are complying with these provisions, and, as between you and SMG, you
hereby assume all risk of harm or injury resulting from any such lack of
compliance.

SMG strongly encourages you to minimize the disclosure of any personal data
in your Submissions because other people can see and use the personal data
in your Submissions. SMG is not responsible for information you choose to
communicate via Submissions.

5. THIRD-PARTY SITES & SERVICES

The SMG Services may contain links to third-party websites and services,
including social media (collectively, “Linked Services”).
Linked Services are not under the control of SMG, and SMG is not
responsible for Linked Services or for any information or materials on, or
any form of transmission received from, any Linked Service. The inclusion
of a link does not imply endorsement by SMG of the Linked Service or any
association with the operators of the Linked Service. SMG does not
investigate, verify or monitor Linked Services. SMG provides links to
Linked Services for your convenience only. You access Linked Services at
your own risk.

6. PRIVACY/SECURITY

Before using the Services, carefully read SMG’s Privacy Policy to learn
about personal data SMG collects on SMG Services, how we process it, and
with whom we may share personal data.

SMG warrants that SMG has validly entered into these Terms and has the
legal power to do so. You warrant that you have validly entered into these
Terms and have the legal power to do so.

EXCEPT AS EXPRESSLY PROVIDED ABOVE, THE SMG SERVICES ARE PROVIDED "AS IS" AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED.

SMG makes no representations or warranties about the accuracy, reliability,
completeness, or timeliness of the SMG Content or the results to be
obtained from using SMG Services and SMG Content. Use of SMG Services and
Content is at your own risk. Changes are periodically made to SMG Services
and SMG Content. These changes can be made at any time. Some content within
SMG Services may be provided by third parties. SMG is not responsible for
any such third-party content.

SMG SERVICES AND SMG CONTENT ARE PROVIDED ON AN “AS IS” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SMG SPECIFICALLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OF PROPRIETARY OR THIRD PARTY RIGHTS, FREEDOM FROM DEFECTS, UNINTERRUPTED USE AND ALL WARRANTIES IMPLIED FROM ANY COURSE OF DEALING OR USAGE OF TRADE.

SMG DOES NOT WARRANT THAT (A) SMG SERVICES WILL MEET YOUR
REQUIREMENTS, (B) OPERATION OF SMG SERVICES WILL BE UNINTERRUPTED OR
VIRUS- OR ERROR-FREE OR (C) ERRORS WILL BE CORRECTED. IF YOUR USE OF
SMG SERVICES OR SMG CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING
EQUIPMENT, OR LOSS OF PROFITS OR DATA, SMG WILL NOT BE RESPONSIBLE FOR
THOSE COSTS. ANY ORAL OR WRITTEN ADVICE PROVIDED BY SMG OR ITS AUTHORIZED
AGENTS DOES NOT AND WILL NOT CREATE A WARRANTY. SOME JURISDICTIONS DO NOT
ALLOW THE EXCLUSION OF IMPLIED WARRANTIES WHICH MEANS THAT SOME OR ALL OF
THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

YOUR USE OF SMG SERVICES IS AT YOUR OWN RISK.
If you are dissatisfied with SMG Services, including any content of SMG
Services, your sole remedy is to discontinue use of SMG Services.

YOU AGREE THAT IN NO EVENT WILL SMG OR ANY THIRD PARTIES REFERENCED ON ANY
OF THE SMG SERVICES BE LIABLE (A) FOR DAMAGES OF ANY KIND, INCLUDING
DIRECT, INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE
DAMAGES OR ANY OTHER TYPE OF DAMAGES (INCLUDING, BUT NOT LIMITED TO,
PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS,
OR BUSINESS INTERRUPTION), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY
ARISING IN ANY WAY IN CONNECTION WITH THESE TERMS OR THE USE OR INABILITY
TO USE SMG SERVICES AND THEIR CONTENT, WHETHER BASED IN WARRANTY, CONTRACT,
STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE OR OTHERWISE), OR ANY OTHER
LEGAL THEORY EVEN IF SMG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGE, OR (B) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER
RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF SMG
SERVICES. THIS DISCLAIMER OF LIABILITY WILL NOT APPLY TO THE EXTENT
PROHIBITED BY APPLICABLE LAW.

IF FOR ANY REASON THE DISCLAIMERS OF WARRANTIES OR LIMITATIONS OF LIABILITY
SET FORTH IN THIS SECTION 7 IS/ARE INAPPLICABLE OR UNENFORCEABLE FOR ANY
REASON, SMG’S MAXIMUM LIABILITY FOR ANY TYPE OF DAMAGES HEREUNDER SHALL BE
LIMITED TO $1,000.

You acknowledge and agree that the above-asserted limitations of
liability, together with the other provisions in these Terms that limit
liability, are essential terms and that SMG would not be willing to
grant you the rights set forth in these Terms but for your agreement to
the above-asserted limitations of liability
.

IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE YOUR RIGHTS WITH RESPECT TO
CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS "A GENERAL RELEASE DOES NOT
EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN
HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST
HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

8. INDEMNIFICATION

You agree, at your own expense, to defend, indemnify, and hold harmless SMG
and its clients, directors, officers, employees and agents from and against
all losses, liabilities, claims, actions or demands, including without
limitation, any money damages, expenses, costs of defense, including
reasonable attorneys’ and accounting fees, brought against SMG by any third
party arising from your use of SMG Services or your violation of any of
these Terms, the rights of a third party or applicable law. This
indemnification provision does not apply to the extent prohibited by
applicable law. SMG reserves the right, at its own expense, to assume the
exclusive defense and control of any matter subject to indemnification
hereunder. No settlement that affects the rights or obligations of SMG may
be made without SMG’s prior written approval.

9. DISPUTE RESOLUTION

Except for any disputes relating to intellectual property rights or
obligations, or any infringement claims, which shall be governed by U.S.
federal law, any disputes between you and SMG arising out of, or relating
to these Terms shall be governed by and construed and enforced in
accordance with the laws of the State of Missouri (United States)
regardless of your country of origin or where you access the Services, and
notwithstanding any conflicts of law principles. All such disputes shall be
construed in accordance with the laws of Missouri applicable to contracts
entered into and performed within the State of Missouri. You and SMG agree
that the United Nations Convention on Contracts for the International Sale
of Goods does not apply to the interpretation or construction of these
Terms.

YOU AND SMG AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING.

YOU AND SMG AGREE THAT ALL CLAIMS WILL BE RESOLVED BY BINDING
ARBITRATION IN THE MANNER SPECIFIED IN THIS SECTION 9 AND THAT YOU AND
SMG WAIVE ANY RIGHT TO BRING SUCH CLAIMS BEFORE ANY COURT OF LAW.
RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT, SUCH AS ACCESS TO
DISCOVERY, MAY BE UNAVAILABLE OR LIMITED IN ARBITRATION
.

Any dispute between you and SMG and its agents, employees, officers,
directors, principals, successors, assigns, subsidiaries or affiliates
arising from or relating to these Terms and their interpretation or the
breach, termination or validity thereof, the relationships which result
from these Terms, including disputes about the validity, scope or
enforceability of these Terms to arbitration (collectively, "Covered Disputes") will be subject to binding arbitration
in the State of Missouri administered by the American Arbitration
Association (AAA) in accordance with its rules (including its rules and
procedures for consumer-related disputes) in effect on the date thereof.
Prior to initiating any arbitration, the initiating party will give the
other party at least 60 days' advanced written notice of its intent to file
for arbitration. SMG will provide such notice by email to the email address
you provided when you created your account or by email to an email address
you have otherwise provided to SMG; you must provide such notice to SMG by
email at privacyofficer@smg.com
.

Payment of all filing, administration and arbitrator fees will be governed
by the AAA's rules. If, however, you are able to demonstrate that the costs
of arbitration will be prohibitive for you as compared to the costs of
litigation, SMG will pay as much of the filing, administration and
arbitrator fees as the arbitrator deems necessary to prevent the
arbitration from being cost-prohibitive for you. If the arbitrator
determines the claim(s) you assert in the arbitration are frivolous, you
agree to reimburse SMG for all fees associated with the arbitration that
SMG paid on your behalf which you otherwise would be obligated to pay under
the AAA's rules.

A single arbitrator will be selected in accordance with the AAA Commercial
Arbitration Rules. The arbitration shall be conducted in the English
language. The arbitrator will have the power to grant whatever relief would
be available in court under law or in equity and any award of the
arbitrator will be final and binding on each of the parties and may be
entered as a judgment in any court of competent jurisdiction. The
arbitrator will not, however, have the power to award punitive or exemplary
damages, the right to which each party hereby waives. The arbitrator will
apply applicable law and the provisions of these Terms; the failure to do
so will be deemed an excess of arbitral authority and grounds for judicial
review. The arbitrator’s decision must be with written explanation and
remain confidential. SMG and you agree that any Covered Dispute will be
submitted to arbitration on an individual basis only.
NEITHER SMG NOR YOU ARE ENTITLED TO ARBITRATE ANY COVERED DISPUTE AS A
CLASS, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION AND THE
ARBITRATOR WILL HAVE NO AUTHORITY TO PROCEED ON A CLASS, REPRESENTATIVE
OR PRIVATE ATTORNEY GENERAL BASIS
. If any provision of the agreement to arbitrate in this Section 9 is found
unenforceable, the unenforceable provision will be severed and the
remaining arbitration terms will be enforced (but in no case will there be
a class, representative or private attorney general arbitration).
Regardless of any statute or law to the contrary, notice on any claim
arising from or related to these Terms must be made within one (1) year
after such claim arose or be forever barred. For purposes of this Section
9, these Terms and related transactions will be subject to and governed by
the Federal Arbitration Act, 9 U.S.C. sec. 1-16 (FAA).

Note
: By agreeing to these Terms, you explicitly agree that any claims or
actions that you may otherwise have against SMG under the laws of any
jurisdiction outside the United States are hereby waived, including without
limitation, any claims or actions under the laws of your own country, and
that your sole location and applicable law for any disputes is in the
United States according to the terms of this Section 9.

10. REWARDS

From time to time, SMG may offer you the opportunity to receive rewards,
such as reward points, discounts or special offers (collectively, “Rewards”). We will notify you when Rewards are available
to you through SMG Services. The benefit of the Rewards may differ as may
the validity period, so check the details of each Reward when you receive
it. For SurveyMini, after ninety (90) days of inactivity, your rewards
points will expire. Your Rewards are for your personal use. You may not
transfer, assign, sell, trade or barter your Rewards. Unless required by
law, Rewards are not redeemable for cash and may not be combined with any
other SMG or client promotion, offer or other discount. No credits or
refunds will be issued for any reason after you redeem your Rewards. SMG
reserves the right to modify, terminate or suspend the availability of
Rewards. You agree to be bound by the decisions of SMG, which are final and
binding in all matters relating to the Rewards.

11. UPDATES TO MOBILE APPLICATIONS

We may from time to time (in our sole discretion) develop and provide
updates for our mobile applications, which may include upgrades, bug fixes,
patches and other error corrections and/or new features (collectively,
“Updates”). Updates may also modify or delete in their entirety certain
features and functionality. You agree that SMG has no obligation to provide
any Updates or to continue to provide or enable any particular features or
functionality.

Based on your mobile device settings, when your mobile device is connected
to the Internet either: (a) the Updates will automatically download and
install; or (b) you may receive notice of or be prompted to download and
install available Updates.

Promptly download and install all Updates. If you do not, portions of SMG
Services may not properly operate. You further agree that all Updates will
be deemed part of SMG Services and be subject to all terms and conditions
of these Terms.

12. ELECTRONIC CONTRACTING

Your affirmative act of using and/or registering for SMG Services
constitutes your consent to enter into agreements with us electronically.

13. GEOGRAPHIC RESTRICTIONS/EXPORT CONTROLS

SMG Services and SMG Content are based in the State of Missouri in the
United States and although each may be provided for access and use by
persons located outside the United States, you acknowledge that for legal
or operational reasons you may not be able to access SMG Services or SMG
Content in your jurisdiction. If you access SMG Services or SMG Content
from outside the United States, you are responsible for compliance with
local laws, including local laws regarding the import, export, or re-export
of SMG Content.

SMG Services may be subject to export control laws in certain countries,
including the US Export Administration Act and its associated regulations.
You agree you will comply with such laws and regulations, and you will not,
directly or indirectly, export, re-export or release SMG Services to, or
make SMG Services accessible from, any jurisdiction or country to which
export, re-export or release is prohibited by law, rule or regulation. You
further agree you will comply with all applicable federal laws, regulations
and rules, and complete all required undertakings (including obtaining any
necessary export license or other governmental approval), prior to
exporting, re-exporting, releasing or otherwise making SMG Services
available outside the US. Additionally, by downloading any SMG Content, you
are agreeing that you are not in a country to which such export is
prohibited, and you are not on the U.S. Commerce Department’s Table of
Denial Orders or the U.S. Treasury Department’s list of Specially
Designated Nationals.

14. US GOVERNMENT RIGHTS

SMG Services are commercial computer software, as defined in 48 C.F.R.
§2.101. Accordingly, if you are an agency of the US Government or any
contractor therefor, you receive only those rights with respect to the SMG
Services as are granted to all other users under license, in accordance
with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to
the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212,
with respect to all other US Government licensees and their contractors.

15. TERMINATION

At its sole discretion, SMG may modify or discontinue SMG Services, or may
modify, suspend, or terminate your account or your access to SMG Services,
with or without notice to you, at any time for any reason, without
liability to you or any third party. For example, your Account may be
terminated and your access to SMG Services denied, with or without notice,
if SMG has reason to believe you are a minor. As another example, SMG may
terminate your Account and your ability to use SMG Services, with or
without notice, if SMG has reason to believe that you have provided untrue,
incomplete or inaccurate information, or have otherwise failed to comply
with these Terms or any applicable Additional Terms.

You agree to return or destroy any copies of any Site Materials you have
made if we ask you to do so.

Termination will not limit any of SMG’s other rights or remedies. These
Terms will expressly survive, and will still be in effect, despite any such
modification, discontinuation, suspension, and/or termination.

16. CLAIMS OF COPYRIGHT INFRINGEMENT

SMG respects intellectual property rights of others. We respond to notices
of alleged infringement as required by the US Digital Millennium Copyright
Act (“DMCA”), including, where appropriate, by removing or
disabling access to material claimed to be the subject of infringing
activity.

If you have a good faith belief that your work has been copied in a way
that constitutes copyright infringement or that your intellectual property
rights otherwise have been violated in or through SMG Services, send your
claim or notice of infringement to our DMCA agent by either mailing:

a. a physical or electronic signature of a person authorized to act on
behalf of the owner of an exclusive right that is allegedly infringed;

b. identification of the copyrighted work claimed to have been infringed,
or, if multiple copyrighted works at a single online site are covered by a
single notification, a representative list of such works at that site;

c. identification of the material that is claimed to be infringing or to be
the subject of infringing activity and that is to be removed or access to
which is to be disabled, and information reasonably sufficient to permit
the service provider to locate the material;

d. information reasonably sufficient to permit the service provider to
contact the complaining party, such as an address, telephone number, and,
if available, an electronic mail address at which the complaining party may
be contacted;

e. a statement that the complaining party has a good faith belief that use
of the material in the manner complained of is not authorized by the
copyright owner, its agent, or the law; and

f. a statement that the information in the notification is accurate, and
under penalty of perjury, the complaining party is authorized to act on
behalf of the owner of an exclusive right that is allegedly infringed.

Our DMCA Agent will only respond to notices and inquiries that comply with
the requirements of the DMCA. See www.copyright.gov for more
information.

17. INFORMATION FOR CALIFORNIA RESIDENTS

Under California Civil Code Section 1789.3, we are required to provide
California residents with the following specific consumer rights
information:

c. to file a complaint regarding SMG Services or to receive further
information regarding use of SMG Services, send a letter to Service
Management Group, LLC, Attn: Data Protection Officer, 1737 McGee Street,
Kansas City, MO 64108 or contact us via email at privacyofficer@smg.com (with
“California Resident Request” as the Subject Line). You also may contact
the Complaint Assistance Unit of the Division of Consumer Services of
California’s Department of Consumer Affairs in writing at 400 R Street,
Suite 1080, Sacramento, California 95814 or by telephone at 916.445.1254 or
800.952.5210.

18. MISCELLANEOUS

a. These Terms and the privacy policies listed on the respective sites
contain the entire understanding by and among SMG and you with respect to
matters contained herein.

b. These Terms are written in English. This English-language Agreement will
be controlling in all respects. Any versions of this Agreement in any other
language will be for accommodation only and will not be binding upon either
party.

c. These Terms inure to the benefit of and will be binding upon SMG’s and
your successors and assigns, respectively.

d. These Terms may be assigned by SMG, but you may not assign them without
prior written consent of SMG.

e. If any provision of these Terms is or becomes unenforceable or invalid,
the remaining provisions will continue with the same effect as if such
unenforceable or invalid provision had not been used.

f. If SMG fails or you fail to perform any obligation under these Terms,
and the other party does not enforce such obligation, failure to enforce on
any occasion will not constitute a waiver of any obligation and will not
prevent enforcement on any other occasion.

g. Nothing contained in these Terms will be deemed to constitute SMG or you
as the agent or representative of the other or as joint venturers or
partners.

h. If SMG is or you are prevented from performing or unable to perform any
obligation under these Terms due to any cause beyond the reasonable control
of the party invoking this provision, the affected party's performance will
be extended for the period of delay or inability to perform due to such
cause.

i. Headings and captions are for convenience only.

QUESTIONS?

If you have any questions about these Terms of Use or the SMG Services,
contact us at privacyofficer@smg.com.